sec document

EX-10.1 3 ex101to10q_09302003.htm sec document

EXHIBIT 10.1

OPTION TO PURCHASE STOCK
------------------------

THIS AGREEMENT ENTERED INTO this ________________________ by and
between _______________________________________ (the "Seller" ), with a business
address at ___________________________________________, and NYFIX CORPORATION,
(the "Purchaser"), a Delaware Corporation with its principal office at 333
Ludlow Street, Stamford, CT 06902.

WHEREAS, the Purchaser is desirous of obtaining an option to
purchase up to 800,000 Shares of Common Stock of Euro Link Network, Inc. from
the present holders of such Common Stock with the Company having 1,200,000
shares authorized, issued, and outstanding as a result of these transactions and
800,000 shares to be issued for the conversion of the Series A Preferred Stock
for a total of 2,000,000 shares authorized or to be authorized; and

WHEREAS, the Seller is the owner of _______ Shares of Common Stock
of Euro Link Network, Inc., subject to certain conditions which are summarized
herein; and

WHEREAS, the Seller is desirous of granting such option to purchase
a fixed amount of such Shares and Purchaser is desirous to obtain such option to
purchase a fixed amount of such Shares upon the terms and conditions herein set
forth,

WHEREAS, Seller has consented to a share reissuance by Eurolink
Network, Inc. and Seller and Purchaser agree to this Revised Agreement to
include the new shares issued to Seller,

NOW, THEREFORE,

IN CONSIDERATION of Ten Dollars ($10.00) paid in hand, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

1. GRANT OF OPTION. Seller hereby grant to Purchaser, or its
designee or assign, an option to purchase, upon the terms and conditions
hereinafter set forth, _______ Shares ("Shares") of the Common Stock of Euro
Link Network, Inc., a Delaware Corporation ("the Company"), at a purchase price
which shall be the greater of the following:

(i) At a price-per-share computed for the entire Company on a
per share basis which shall be equal to ten times the
earnings-per-share for the preceding fiscal year prior to the timely
option notice, as shall be determined by generally accepted
accounting practices consistently applied. In computing the earnings
per share, all monies paid by the Company prior to April 1, 2002
related to establishment, organizational and licensing costs shall
not be deducted or adversely considered in any manner which
diminishes the earnings per share price including any depreciation
on capital investments made prior to April 1, 2002. The exercise of
this Option, divided by the number of shares then outstanding, with
a maximum purchase price of $12.50 per Share; or

(ii) At a minimum price-per-share of $1.25.

(iii) In no event shall the minimum purchase price be less than
US$1,000,000 for all of the shares for which the Purchaser has an
option of the Company under Paragraph 2.

2. TIME FOR EXERCISE OF OPTION. The option may be exercised by
Purchaser in whole or in part at any time on or after April 1, 2004 and prior to
June 30, 2004. In the event that audited financial statements of the Company are
not provided to Purchaser by April 1, 2004, the option period shall be extended
to such date as shall be ninety (90) days following the receipt by Purchaser of
such audited financial statements.

3. INTERIM NON-CASH DIVIDEND. If dividends are declared on the
common shares of the Company, payable other than in cash, such non-cash
dividends attributable to each such common share shall be transferred by Seller
to Purchaser upon the exercise of his option, without extra costs.

4. ADJUSTMENT OF OPTION SHARES. If the outstanding common shares of
The Company are changed into or exchanged for a different number or kind of
shares or other securities of The Company or of another corporation, whether
through reorganization, recapitalization, shares split up, combination of sales,
merger or consolidation, there shall be substituted for each common share of The
Company then subject to this option the number and kinds of shares of other
securities which each such outstanding common share is so changed or for each

such share as exchanged. Thereafter, the words "common shares of The Company"
shall mean such substituted shares or other securities and the option price as
set forth in Paragraph (1) above shall apply to and be the option price for a
the shares or other securities substitute for each such common share of The
Company

5. ADDITIONAL OPTION RIGHTS. Seller hereby grants to Purchaser, for
a period of five (5) years from the date of this Agreement, an option
constituting a right of first refusal to purchase any shares of The Company
owned by the Seller and not subject to purchase by Purchaser pursuant to
Paragraph 1 of this Agreement, at a per share price equal to valuing 100% of the
Company and then allocating the 100% purchase price on a per share basis as to
the total number of shares of common stock of the Company then outstanding with
the price per share equal to "____" shall be 10 times the earnings per share for
the preceding 12 month period as shall be determined by generally accepted
accounting principles consistently applied. In the event Purchaser elects to
exercise such option, Purchaser shall have ten (10) business days after such
notice is given by Seller within which to notify the Seller that the Purchaser
is exercising such an option and is delivering, as provided in paragraph 8, the
funds and NYFIX shares required for the purchase which the Purchaser shall have
elected to make. If such notice and payment are received by the Seller within
said ten (10) day period, the Seller, in addition to delivery to the Purchaser
of the Company shares so purchased by it, shall assign to the Purchaser the
rights attributable to such shares. The closing date for the exercise of the
option shall be no later than 20 days from the date of the option exercise
notice or notice of right of first refusal. If, however, the Purchaser shall not
so notify the Seller and pay such purchase price, the Seller shall be released
from any further obligation to the Purchaser in respect of such rights and shall
be free to sell such shares of the Company to any person for any price in the
sole discretion of Seller.

6. RESTRICTIONS ON TRANSFER; REVERSION. Seller agrees that prior to
expiration date of the Option as set forth herein, no Shares of Common Stock of
the Company owned by Seller, and whether or not subject to the Option, may be
sold, encumbered, hypothecated or otherwise transferred without the approval of
the Board of Directors of The Company. In the event that Seller voluntarily
leaves the employment of the Company or is terminated for cause except due to
death or major health concerns as determined in the sole discretion of and by
the Company Board of Directors., it is agreed and understood that the Shares of
the Company issued to Seller shall revert to the Company, and shall either be
held by the Company in treasury or redistributed to employees of the Company in
the sole discretion of the Board of Directors. In the case of death or major
health approved by the Company Board of Directors, the successor in interest to
the Seller or designated representative shall be subject to the same terms and
conditions as all other Sellers of Company Shares.

7. RESTRICTIONS ON CORPORATE ACTION. Except as provided in Paragraph
6 amoung existing Shareholders of the Company, The Seller agrees that prior to
June 30, 2004 the Company will not issue additional Shares of Common or
Preferred Stock, Warrants, or Options, nor sell or transfer any Shares of Common
Stock between or among the shareholders of the Company, without the written
consent of holders of a majority of the issued and outstanding Series A
Convertible Stock and the Board of Directors of the Company.

8. RIGHT OF FIRST REFUSAL. (a) In the event that Purchaser does not
exercise its option, it has granted the Company the right of first refusal to
acquire any Shares of Common Stock of the Company owned by the Purchaser.

(b) In the event that Purchaser does exercise its option and
subsequently sells its controlling interest in the Company, it agrees that
Seller shall have the right to sell all or part of Seller's shares of the
Company on the same per share price/benefit as Purchaser with respect to any
Shares of Common Stock of the Company owned by Seller on the date of such sale,
but that Seller shall not be required to participate in any such sale.

9. TIME OF PAYMENT FOR SHARES. At the election of the Seller, which
shall be stated in writing by the Seller within five (5) days of receipt of the
option notice, the option price of the Shares to be purchased pursuant to each
exercise of the Option shall be paid as follows: (i) Fifty Percent (50%) shall
be payable in cash, and a non-cash part shall be payable in shares of Common
Stock of NYFIX, Inc. at a valuation which shall be equal to the 30 day average
NYFIX closing price immediately preceding the date of the exercise of the
option; and (ii) Fifty Percent (50%) shall be payable in shares of Common Stock
of NYFIX, Inc. at a valuation which shall be equal to the 30 day average NYFIX

closing price immediately preceding the date of the notice of exercise of the
option. Provided however, Seller may elect to have the cash part of the option
price paid pay in cash and part in NYFIX shares. NYFIX, Inc. shares will be
issued to Seller and delivered to Seller at Closing. NYFIX, Inc. agrees that
within 180 days following the date of exercise of the Option, it will cause to
be filed with the U.S. Securities and Exchange Commission a Registration
Statement which will register for public sale the shares of NYFIX, INC. Common
Stock issued as partial payment of the option price which shall be completed
within 60 days of filing.

10. METHOD OF EXERCISING OPTION. At least ten (10) days prior to the
date upon which all or any portion of the option is to be exercised, the
Purchaser shall deliver to the Seller written notice of its election to exercise
the option, which notice shall specify the date and time for the transfer of
shares pursuant to the exercise of the option and the number of shares in
respect of which the option is to be exercised. The date specified in such
notice shall be a business day, the time specified shall be during regular
business hours. The closing date for the exercise of the option shall be no
later than 10 days from the date of the option exercise notice. The closing and
payment with respect to the Company shares for which an option is exercised,
shall be conducted at the offices of Whisenand & Turner, P.A. in Miami, Florida,
or the headquarters of NYFIX or such other place as the parties may mutually
agree.

11. PAYMENT AND DELIVERY OF SHARES. The Purchaser shall at the date
and time specified in such notice, deliver a bank, cashier's or treasurer's
check and duly issued NYFIX shares in the name of the Seller in the amount of
the option price for the Company shares in respect to which the option is being
exercised. Such delivery shall be made to the Seller at such place as is
designated by Purchase in the notice of exercise of option at either the NYFIX
headquarters or Whisenand & Turner PA in Miami, Florida or as mutually agreed by
the Purchase and Seller. and all checks shall be drawn to the order of Seller.
Contemporaneously with such payments and delivery of NYFIX shares to Seller, the
Seller shall deliver to the Purchaser, duly endorsed in proper form for transfer
certificates representing the common shares of The Company in respect of which
the option is being exercised.

12. NOTICES. All notices and other communications provided hereunder
shall be in writing and shall be deemed to have been duly given if delivered or
mailed certified mail or overnight courier.

(a) If to the Seller at: ________________________________________
(b) If to the Purchaser at: 333 Ludlow Street, Stamford, CT 06902

13. MODIFICATION. This Agreement shall be effective as of the date
hereof, and unless sooner terminates shall remain until June 30, 2004. No
modification or amendment to this Agreement shall be effective unless in writing
and signed by the parties.

14. GOVERNING LAW. This Agreement shall be deemed to be governed by
and shall be construed in accordance with the laws of the State of Delaware.

15. BINDING EFFECT. This Agreement shall be binding upon and inure
to the benefit of the Seller and its successors and assigns and the Purchaser
and its successors and assigns.

16. TERMINATION OF PRIOR AGREEMENT. The prior Option to Purchase
Stock Agreement entered into between Purchaser and Seller is hereby terminated
and declared by both Parties to be null and of no force or effect.

IN WITNESS WHEREOF the parties have caused this Agreement to be
executed as of the day and year first above written.

SELLER: ______________________________________

---------------------------------------
By: Authorized Representative

PURCHASER: NYFIX, INC.

By: -----------------------------------
Authorized Representative

Terms and Conditions Agreed:
EURO LINK NETWORK, INC.

By:/s/ Humberto Toro Batlle
-----------------------------
Authorized Representative

Number Number
Date of of Shares of
Purchase Owned by Option Authorized Representative
Seller's Name and Address Option Seller Shares of Seller
------------------------- -------- ------------- ------ -------------------------

Tercer Milenio Comercial March 1, 2002 502,320 334,880 /s/ Humberto Toro Batlle
Advicer, s.l.
1500 Bay Road, Suite 1202
Miami, FL 33139

Luis Felipe Cano December 2, 2002 313,942 209,295 /s/ Luis Felipe Cano
501 Brickell Key Drive,
Suite 602
Miami, FL 33131

Tri Ventures, Inc. March 1, 2002 150,960 100,640 /s/ James D. Whisenand
501 Brickell Key Drive,
Suite 602
Miami, FL 33131

Index Intelligence, s.l. December 2, 2002 130,353 86,902 /s/ Juan Carlos Nieto
3003 Van Ness St.
N.W., AW412
Washington, DC 20008

Steven R. Karpel March 1, 2002 60,233 40,155 /s/ Steven R. Karpel
7302 S.W. 132nd Place
Miami, FL 33183

Josefina Angel Lopez March 1, 2002 30,192 20,128 /s/ Josefina Angel Lopez
501 Brickell Key Drive,
Suite 602
Miami, FL 33131

Theo Hildyard December 2, 2002 12,000 8,000 /s/ Theo Hildyard